Phoenix Digital - Exercise of Warrants and Directors’ Dealings
15/04/2024 07:00
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RNS Number : 5328K Phoenix Digital Assets PLC 15 April 2024
15 April 2024
This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication
of this announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain.
Phoenix Digital Assets PLC
("Phoenix" or "the Company")
Exercise of Warrants, Options, Issue of Shares and Directors' Dealings
Phoenix (AQSE: PNIX), an investment firm, announces that it has received
notice of exercise of warrants and options over an aggregate 71,250,000
ordinary shares of £0.001 each in the Company ("Ordinary Shares") from
various warrant and option holders, along with four directors of the Company
("Exercisers"), at an exercise price of 1p per Warrant Share and Option Share
and raising £712,500 for the Company. As a result, the Company will issue
71,250,000 new Ordinary Shares ("New Ordinary Shares") to the Exercisers.
The details of the warrants and options exercised by the directors are set out
below:
Name Warrants Warrant Options Option
exercise price exercise price
Jonathan Bixby 10,000,000 £ 0.01 21,666,667 £ 0.01
(via Toro Consulting Ltd)
Mike Edwards 5,000,000 £ 0.01 10,583,333 £ 0.01
(via Marallo Holdings Inc)
Nick Lyth 2,000,000 £ 0.01 - -
(via Dark Peak Services Ltd)
Jonathan Hives 500,000 £ 0.01 - -
Application will be made for the New Ordinary Shares, which will rank pari
passu with the existing Ordinary Shares in issue, to be admitted to trading on
the AQSE Growth Market ("Admission"). Dealings are expected to commence on or
around 19 April 2024.
Total Voting Rights
Following Admission, the Company's total issued and voting share capital will
consist of 1,080,250,000 Ordinary Shares. The Company does not hold any
ordinary shares in treasury.
The above figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA's
Disclosure and Transparency Rules.
The FCA notification, made in accordance with the requirements of the UK
Market Abuse Regulation, is appended below.
The directors of Phoenix accept responsibility for this announcement.
For further information please contact:
Phoenix Digital Assets
Jonathan Bixby Via First Sentinel
Executive Chairman
First Sentinel
Corporate Adviser +44 7858 888 007
Brian Stockbridge
Tennyson Securities
Corporate Broker +44 207 186 9030
Peter Krens
About Phoenix:
Phoenix Digital Assets PLC invests in a diversified portfolio of
cryptocurrency, and/or in companies or funds which have exposure to NFT or
blockchain technology. The Company's leadership team have an extensive track
record in the cryptocurrency sector and previously founded Argo Blockchain
PLC, a global crypto miner. Phoenix is headquartered in London, UK and its
shares are listed on the Aquis Stock Exchange Growth Market under the ticker
symbol PNIX. https://www.getphoenix.co.uk (https://www.getphoenix.co.uk/)
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Toro Consulting Ltd
2. Reason for the Notification
a) Position/status PCA to a PDMR - Jonathan Bixby, a director of the Company
b) Initial notification / Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Phoenix Digital Assets PLC
b) LEI 984500E15WF052FFEB19
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the Financial instrument, type of instrument Ordinary shares of £0.001 each
Identification Code GB00BMW34204
b) Nature of the transaction Exercise of warrants
c) Price(s) and volume(s) Price(s) Volume(s)
£0.01 10,000,000
d) Aggregated information:
· Aggregated volume Single transaction, see details in item (c) above
· Price
e) Date of the transaction 12 April 2024
f) Place of the Transaction Outside a trading venue
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the Financial instrument, type of instrument Ordinary shares of £0.001 each
Identification Code GB00BMW34204
b) Nature of the transaction Exercise of options
c) Price(s) and volume(s) Price(s) Volume(s)
£0.01 21,666,667
d) Aggregated information:
· Aggregated volume Single transaction, see details in item (c) above
· Price
e) Date of the transaction 12 April 2024
f) Place of the Transaction Outside a trading venue
d)
Aggregated information:
· Aggregated volume
· Price
Single transaction, see details in item (c) above
e)
Date of the transaction
12 April 2024
f)
Place of the Transaction
Outside a trading venue
4.
Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Ordinary shares of £0.001 each
Identification Code
GB00BMW34204
b)
Nature of the transaction
Exercise of options
c)
Price(s) and volume(s)
Price(s) Volume(s)
£0.01 21,666,667
d)
Aggregated information:
· Aggregated volume
· Price
Single transaction, see details in item (c) above
e)
Date of the transaction
12 April 2024
f)
Place of the Transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Marallo Holdings Inc
2. Reason for the Notification
a) Position/status PCA to a PDMR - Mike Edwards, a director of the Company
b) Initial notification / Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Phoenix Digital Assets PLC
b) LEI 984500E15WF052FFEB19
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the Financial instrument, type of instrument Ordinary shares of £0.001 each
Identification Code GB00BMW34204
b) Nature of the transaction Exercise of warrants
c) Price(s) and volume(s) Price(s) Volume(s)
£0.01 5,000,000
d) Aggregated information:
· Aggregated volume Single transaction, see details in item (c) above
· Price
e) Date of the transaction 12 April 2024
f) Place of the Transaction Outside a trading venue
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the Financial instrument, type of instrument Ordinary shares of £0.001 each
Identification Code GB00BMW34204
b) Nature of the transaction Exercise of options
c) Price(s) and volume(s) Price(s) Volume(s)
£0.01 10,583,333
d) Aggregated information:
· Aggregated volume Single transaction, see details in item (c) above
· Price
e) Date of the transaction 12 April 2024
f) Place of the Transaction Outside a trading venue
d)
Aggregated information:
· Aggregated volume
· Price
Single transaction, see details in item (c) above
e)
Date of the transaction
12 April 2024
f)
Place of the Transaction
Outside a trading venue
4.
Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a)
Description of the Financial instrument, type of instrument
Ordinary shares of £0.001 each
Identification Code
GB00BMW34204
b)
Nature of the transaction
Exercise of options
c)
Price(s) and volume(s)
Price(s) Volume(s)
£0.01 10,583,333
d)
Aggregated information:
· Aggregated volume
· Price
Single transaction, see details in item (c) above
e)
Date of the transaction
12 April 2024
f)
Place of the Transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Dark Peak Services Ltd
2. Reason for the Notification
a) Position/status PCA to a PDMR - Nicholas Lyth, a director of the Company
b) Initial notification / Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Phoenix Digital Assets PLC
b) LEI 984500E15WF052FFEB19
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the Financial instrument, type of instrument Ordinary shares of £0.001 each
Identification Code GB00BMW34204
b) Nature of the transaction Exercise of warrants
c) Price(s) and volume(s) Price(s) Volume(s)
£0.01 2,000,000
d) Aggregated information:
· Aggregated volume Single transaction, see details in item (c) above
· Price
e) Date of the transaction 12 April 2024
f) Place of the Transaction Outside a trading venue
d)
Aggregated information:
· Aggregated volume
· Price
Single transaction, see details in item (c) above
e)
Date of the transaction
12 April 2024
f)
Place of the Transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Jonathan Hives
2. Reason for the Notification
a) Position/status Director
b) Initial notification / Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Phoenix Digital Assets PLC
b) LEI 984500E15WF052FFEB19
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the Financial instrument, type of instrument Ordinary shares of £0.001 each
Identification Code GB00BMW34204
b) Nature of the transaction Exercise of warrants
c) Price(s) and volume(s) Price(s) Volume(s)
£0.01 500,000
d) Aggregated information:
· Aggregated volume Single transaction, see details in item (c) above
· Price
e) Date of the transaction 12 April 2024
f) Place of the Transaction Outside a trading venue
d)
Aggregated information:
· Aggregated volume
· Price
Single transaction, see details in item (c) above
e)
Date of the transaction
12 April 2024
f)
Place of the Transaction
Outside a trading venue
TR-1: Standard form for notification of major holdings
1a. Identity of the issuer or the underlying issuer of existing shares to Phoenix Digital Assets PLC
which voting rights are attached (ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X"
if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights X
Other (please specify) (iii):
3. Details of person subject to the notification obligation (iv)
Name Toro Consulting Ltd
City and country of registered office (if applicable) Vancouver, Canada
4. Full name of shareholder(s) (if different from 3.) (v)
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached (vi): 12 April 2024
6. Date on which issuer notified (DD/MM/YYYY): 12 April 2024
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) (vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 8.99% 8.99% 97,166,667
Position of previous notification (if 6.43% 6.43%
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
97,166,667 8.99%
SUBTOTAL 8. A 97,166,667 8.99%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date (x)
Conversion Period (xi)
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date (x)
Conversion Period (xi)
Settlement (xii)
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer (xiii)
Full chain of controlled undertakings through which the voting rights and/or X
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (please add additional rows as
necessary) (xiv)
Name (xv) % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
Jonathan Bixby
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information (xvi)
Place of completion Vancouver, Canada
Date of completion 12 April 2024
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